Asset Sales Application of Net Proceeds Sample Clauses

Asset Sales Application of Net Proceeds. (a) In order to induce the Administrative Agent and the Lenders to enter into this Forbearance and First Amendment and, notwithstanding any term or provision to the contrary in any of the Loan Documents, each Loan Party acknowledges and agrees that: (i) the first $1,000,000 of Net Proceeds received by any Loan Party from any sale, transfer or other disposition of any property or asset of any such Loan Party other than the assets set forth on Schedule B hereto shall be deposited into an account (the “Cash Collateral Account”) maintained with the Administrative Agent as collateral security for the Obligations, (ii) upon any sale, transfer or other disposition of the EP Brands or Sxx Xxx, as set forth on Schedule B hereto, there shall be paid to the Administrative Agent, for the ratable benefit of the Revolving Lenders, an amount of Net Proceeds equal to the sum of $3 million less the amount on deposit in the Cash Collateral Account which Net Proceeds shall be applied to the mandatory prepayment of the Revolving Loans in excess of $6,000,000 and the permanent reduction of the Revolving Commitment in excess of $6,000,000 (in the latter case, regardless of whether there are any Revolving Loans outstanding in excess of $6,000,000) and (iii) upon a sale of the capital stock or assets of Dairy, there shall be paid to the Administrative Agent for the ratable benefit of the Lenders an amount sufficient to pay (a) the Secured Obligations in full and (b) any amounts owing to Chase, as Administrative Agent under the Americana Credit Agreement. In the case of payments made under clause (iii) of the immediately preceding sentence, the Revolving Commitment shall be terminated. After application of the Net Proceeds specified in clauses (i) and (ii) above, the Loan Parties may from time to time deposit the Net Proceeds received by any Loan Party from any sale, transfer or other disposition of any property or asset of any such Loan Party into an account (the “Working Capital Account”; and together with the Cash Collateral Account, the “Accounts”) maintained with the Administrative Agent in order to fund the working capital requirements of the Borrowers. To the extent that EPDS (East) sale occurs prior to the Effective Date, the Borrowers shall retain $1,000,000 of such proceeds to be deposited into the Cash Collateral Account immediately upon the Effective Date.
Sample 1
AutoNDA by SimpleDocs
Asset Sales Application of Net Proceeds 
Sample 1Sample 2Sample 3See All (5)

Related to Asset Sales Application of Net Proceeds

  • Application of Net Proceeds The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.

  • Application of Sale Proceeds In the event of a sale of Shares, the proceeds shall first be applied to the payment of the expenses of the sale, including brokers' commissions, counsel fees, any taxes or other charges imposed by law upon the Shares or the transfer thereof and all other charges paid or incurred by Pledgee pertaining to the sale; and, second, to satisfy outstanding Obligations, in the order in which Pledgee elects in its sole discretion; and, third, the surplus (if any) shall be paid to Pledgor.

  • Application of Proceeds of Sale and Cash The proceeds of sale of the Pledged Securities sold pursuant to Section 10.5 hereof shall be applied by the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders as follows:

  • Distribution of Net Cash Flow Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

  • Distribution of Collateral Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:

  • Application of Collateral Proceeds The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Secured Party at the time of, or received by Secured Party after, the occurrence of an Event of Default) shall be paid to and applied as follows:

  • Application of Proceeds of Sale The proceeds of any sale of Collateral pursuant to Section 6, as well as any Collateral consisting of cash, shall be applied by the Collateral Agent as follows: FIRST, to the payment of all costs and expenses incurred by the Collateral Agent in connection with such sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

  • Disposition of Proceeds of Asset Sales The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

  • Application of Collateral and Proceeds The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following order of priorities:

Time is Money Join Law Insider Premium to draft better contracts faster.